Silver Hammer Mining Corp. — Capital/Financing Update 2023

Mar 15, 2023

BNS CANADIAN BANKS (AR) INDEX CALLABLE CONTINGENT $9.27 COUPON NOTES, SERIES 397 (CAD) PRINCIPAL AT RISK NOTES – APRIL 8, 2030

March 15, 2023

A Bank of Nova Scotia short form base shelf prospectus dated March 4, 2022, a prospectus supplement thereto dated March 4, 2022 and pricing supplement No. 3217 (the “pricing supplement”) thereto dated March 15, 2023 (collectively, the “Prospectus”) have been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the Prospectus and any amendments or supplements thereto that have been filed are required to be delivered with this document. The Prospectus and any amendments or supplements thereto contain important information relating to the securities described in this document. This document does not provide full disclosure of all material facts relating to the securities offered and investors should read the Prospectus, and any amendments or supplements thereto, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. A copy of the short form base shelf prospectus, the prospectus supplement and the pricing supplement can also be obtained at www.sedar.com. Unless the context otherwise requires, terms not otherwise defined herein will have the meaning ascribed thereto in the Prospectus.

		Contingent		Quarterly Autocall
Linked to						25.00% Contingent
		Coupon Payments of up to		at 105.00%
Solactive Canada Bank 40 AR						Principal Protection
		$9.27 per annum,		of the Initial Index Level
Index						at Maturity
		payable Monthly		Starting April 8, 2024

KEY TERMS

Issuer:	The Bank of Nova Scotia(the “Bank”).
Index*:	Solactive Canada Bank 40 AR Index(the “Index”). The Index was launched on January27, 2022.
Monthly Coupon	On each Payment Date, holders of record may be entitled to receive a Coupon Payment determined as follows:
Payments:	If the Closing Index Level on the relevant Coupon Valuation Date is greater than or equal to the Barrier Level:
	the Coupon Payment will be $0.7725 per Note.
	If the Closing Index Level on the relevant Coupon Valuation Date is less than the Barrier Level:
	no Coupon Payment will be made.
	The aggregate Coupon Payments over the term of the Notes will not exceed $64.89per Note.
Autocall:	The Notes will be automatically called (i.e., redeemed) by the Bank if the Closing Index Level on any Autocall Valuation Date is greater than or
	equal to the Autocall Level (which is 105.00% of the Initial Index Level). The Notes are callable on a quarterly basis as set forth in the pricing
	supplement and cannot be automatically called prior to April 8, 2024. If the Closing Index Level on any Autocall Valuation Date is not greater than
	or equal to the Autocall Level, the Notes will not be automatically called by the Bank. If the Notes are automatically called by the Bank on any Call
	Date, holders will receive both the Principal Amount and the Coupon Payment for the applicable Autocall Valuation Date and the Notes will be
	cancelled and holders will not be entitled to receive anysubsequentpayments in respect of the Notes.
Contingent	25.00% contingent principal protection. The Notes provide contingent principal protection at maturity if the Final Index Level on the Final Valuation
Principal	Date is greater than or equal to the Barrier Level (which is 75.00% of the Initial Index Level). If the Final Index Level on the Final Valuation Date is
Protection:	less than the Barrier Level, a holder of the Notes will be fully exposed to any negative performance of the Index, meaning that substantially all of
	such holder’s investment maybe lost(subject to a minimumprincipal repayment of $1.00per Note).

*The Closing Index Level reflects the gross total return performance of the Target Index as reduced by the Adjusted Return Factor. The Closing Index Level on February 28, 2023 was 815.80. The Adjusted Return Factor as a percentage of the Closing Index Level on February 28, 2023 was approximately 4.90%. The foregoing percentage amount is not an estimate or forecast of what any such percentage amount may be over the term of the Notes. The annual dividend yield on the Target Index as of February 28, 2023 was 4.31%, representing an aggregate dividend yield of approximately 34.36% annually compounded over the term of the Notes on the assumption that the dividends paid on the securities comprising the Target Index remain constant.

		Term to Maturity
		7 years (if not called)
		www.scotianotes.com
Sales and Marketing: 1-866-416-7891 Fundserv Customer Service for Advisors: 1-833-594-3143

The information above must be read in conjunction with the Prospectus.

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ADDITIONAL KEY TERMS

Principal Amount:	$100.00 per Note.
Minimum	$5,000 (50 Notes).
Investment:
CUSIP:	064164FQ4.
Fundserv Code:	SSP3987.
Index:	Whether there is a return on the Notes through the Coupon Payments and whether the Principal Amount is returned at maturity is based
	on the performance of the Solactive Canada Bank 40 AR Index (the “Index”). The Index aims to track the gross total return performance of
	the Solactive Canada Bank TR Index (the “Target Index”), subject to reduction for a synthetic dividend of 40 index points per annum
	calculated daily in arrears at the time the Index is calculated (the “Adjusted Return Factor”). The Target Index is a gross total return index
	that reflects the applicable price changes of its constituent securities and any dividends and distributions paid in respect of such securities.
	In order for the level of the Index to increase, the level of the Target Index must increase by more than 40 index points per annum from the
	Initial Valuation Date to an Autocall Valuation Date, or to the Final Valuation Date, as the case may be.
	The Index and Target Index were launched on January 27, 2022 and July 28, 2017, respectively. Accordingly, there is limited
	performance history for the Index and the Target Index to evaluate the prior performance of the Index and Target Index. The level
	of the Index may be affected by the volatility of the prices of the equity securities of the issuers comprising the Target Index,
	which prices may be more volatile than the equity market generally, meaning that such prices can fluctuate and change
	considerably in relatively short periods and the performance of such prices cannot be predicted for any future period and as a
	result an investment linked to Index levels may also be volatile. There is no assurance of the ability of issuers comprising the
	Target Index to declare and pay dividends or make distributions in respect of the constituent securities of the Target Index or to
	sustain or increase such dividends and distributions at or above historical levels.Prospective investors are urged to consult publicly
	available sources for the levels of the Index and the Target Index and the patterns of fluctuations and changes in the levels of the Index
	and the Target Index and the prices and trading patterns of the constituent securities of the Target Index before investing in the Notes. See
	“Risk Factors” in the pricing supplement. The common shares of the Bank are included in the Target Index.
	The Notes do not represent a direct or indirect investment in the Index, the Target Index or the constituent securities of the Target Index, and
	holders will have no right or entitlement to such securities, including voting rights or the right to receive any dividends, distributions or other
	income or amounts accruing or paid thereon. The Closing Index Level reflects the gross total return performance of the Target Index as
	reduced by the Adjusted Return Factor. The Closing Index Level on February 28, 2023 was 815.80. The Adjusted Return Factor as a
	percentage of the Closing Index Level on February 28, 2023 was approximately 4.90%. The foregoing percentage amount is not an estimate or
	forecast of what any such percentage amount may be over the term of the Notes. The annual dividend yield on the Target Index as of February
	28, 2023 was 4.31%, representing an aggregate dividend yield of approximately 34.36% annually compounded over the approximately 7 year
	term of the Notes on the assumption that the dividends paid on the securities comprising the Target Index remain constant. The foregoing
	dividend yield information is for comparative purposes only and is not an indication of any future dividends that might be paid or payable on
	such securities. There is no requirement for the Bank to hold any interest in the Index, the Target Index or the constituent securities of the
	Target Index.
Initial Valuation	April 6, 2023, provided that if such day is not an Exchange Business Day then the Initial Valuation Date will be the first succeeding day that
Date:	is an Exchange Business Day, subject to the occurrence of any special circumstances (see “Special Circumstances” in the pricing
	supplement).
Final Valuation	April 2, 2030,provided that if such day is not an Exchange Business Day then the Final Valuation Date will be the immediately preceding
Date:	Exchange Business Day, subject to the Notes being automatically called and the occurrence of any special circumstances (see “Special
	Circumstances” in thepricingsupplement).
Valuation Dates,	The specific Coupon Valuation Dates, Autocall Valuation Dates, Payment Dates and Call Dates for the Notes are set forth in the pricing
Payment Dates	supplement (see “Valuation Dates, Payment Dates and Call Dates” in the pricing supplement), subject to the occurrence of any special
and Call Dates:	circumstances (see “Special Circumstances” in the pricing supplement) and the Notes being automatically called by the Bank.

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Maturity Redemption Amount: Holders of record will be entitled to an amount payable per Note if the Notes are automatically called by the Bank, or at maturity, as the case may be (in each case, the “Maturity Redemption Amount”) as calculated by the Calculation Agent in accordance with the applicable formula below: If the Closing Index Level on an Autocall Valuation Date is greater than or equal to the Autocall Level, the Maturity Redemption Amount will equal: Principal Amount If the Final Index Level on the Final Valuation Date is greater than or equal to the Barrier Level, the Maturity Redemption Amount will equal: Principal Amount If the Final Index Level on the Final Valuation Date is less than the Barrier Level, the Maturity Redemption Amount will equal: Principal Amount + (Principal Amount x Index Return) The Maturity Redemption Amount will be substantially less than the Principal Amount invested by an investor if the Final Index Level on the Final Valuation Date is less than the Barrier Level. The Maturity Redemption Amount will be subject to a minimum principal repayment of $1.00 per Note.The return on the Notes will not reflect the total return that an investor would receive if such investor owned the securities included in the Target Index.	Maturity Redemption Amount: Holders of record will be entitled to an amount payable per Note if the Notes are automatically called by the Bank, or at maturity, as the case may be (in each case, the “Maturity Redemption Amount”) as calculated by the Calculation Agent in accordance with the applicable formula below: If the Closing Index Level on an Autocall Valuation Date is greater than or equal to the Autocall Level, the Maturity Redemption Amount will equal: Principal Amount If the Final Index Level on the Final Valuation Date is greater than or equal to the Barrier Level, the Maturity Redemption Amount will equal: Principal Amount If the Final Index Level on the Final Valuation Date is less than the Barrier Level, the Maturity Redemption Amount will equal: Principal Amount + (Principal Amount x Index Return) The Maturity Redemption Amount will be substantially less than the Principal Amount invested by an investor if the Final Index Level on the Final Valuation Date is less than the Barrier Level. The Maturity Redemption Amount will be subject to a minimum principal repayment of $1.00 per Note.The return on the Notes will not reflect the total return that an investor would receive if such investor owned the securities included in the Target Index.
Autocall Level: 105.00% of the Initial Index Level.
Barrier Level: 75.00% of the Initial Index Level.
Index Return: The Index Return is an amount expressed as a percentage (which can be zero, positive or negative) calculated by the Calculation Agent in accordance with the following formula: (Final Index Level – Initial Index Level) / Initial Index Level
Closing Index Level: The official closing level or value of the Index on a given day as calculated and announced by the Index Sponsor on an Exchange Business Day.
Initial Index Level: The Closing Index Level on the Initial Valuation Date.
Final Index Level: The Closing Index Level on the Final Valuation Date.
Listing and Secondary Market: The Notes will not be listed on any exchange or marketplace. Scotia Capital Inc. will use reasonable efforts under normal market conditions to provide a daily secondary market for the sale of the Notes but reserves the right to elect not to do so at any time in the future, in its sole and absolute discretion, without prior notice to holders.
Early Trading Charge:	If Sold Within Early Trading Charge (% of Principal Amount) 0-90 days of Issue Date 3.50% 91-180 days of Issue Date 1.50% Thereafter Nil
Eligibility for Investment: Eligible for RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs.
Fees and Expenses: A selling concession fee of $3.00 per Note sold (or 3.00% of the Principal Amount) will be payable to the Investment Dealers for further payment to representatives, including representatives employed by the Investment Dealers whose clients purchase the Notes. A fee of up to $0.15 per Note sold (or up to 0.15% of the Principal Amount) will be payable directly by the Bank to Desjardins Securities Inc. at closing for acting as the independent agent. The payment of these fees will not reduce the amount on which the Maturity Redemption Amount payable on the Notes is calculated.

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HYPOTHETICAL EXAMPLES

The following hypothetical examples show how the Coupon Payments and Maturity Redemption Amount would be calculated and determined based on certain hypothetical values and assumptions that are set out below. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Index or the return that an investor might realize on the Notes . The return on the Notes will be calculated based on the performance of the Index, which reflects the gross total return performance of the Target Index as reduced by the Adjusted Return Factor. Certain dollar amounts are rounded to the nearest whole cent and “$” refers to the relevant currency for the specific hypothetical dollar amounts and hypothetical prices that the context requires.

Hypothetical values for calculations:

Initial Index Level*: 100.00 Barrier Level: 75.00% of the Initial Index Level = 75.00% x 100.00 = 75.00 Autocall Level: 105.00% of the Initial Index Level = 105.00% x 100.00 = 105.00

*The Initial Index Level of 100.00 is a hypothetical Initial Index Level that has been chosen for illustrative purposes only and does not represent either the actual Initial Index Level or an estimate or forecast thereof. The actual Initial Index Level will be equal to the Closing Index Level on the Initial Valuation Date.

Example #1 – The Notes are not automatically called as the Closing Index Level on each Autocall Valuation Date is less than the Autocall Level. The Final Index Level on the Final Valuation Date is less than the Barrier Level.

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7y Autocall Level
56.00%
Initial Index Level
Barrier Level
Final Index Level
12m 24m 36m 48m 60m 72m 84m
Valuation Dates
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Since the Final Index Level (56.00) on the Final Valuation Date is less than the Barrier Level, the Maturity Redemption Amount is calculated as follows:

Principal Amount + (Principal Amount x Index Return)

$100.00 + ($100.00 x -44.00%) = $56.00 per Note

In this example, since the Closing Index Level is less than the Barrier Level on all Coupon Valuation Dates, an investor would not receive any Coupon Payments.

An investor would receive a Maturity Redemption Amount of $56.00 per Note on the Maturity Date, which is equivalent to an annual compound rate of return of approximately -7.95% per Note.

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Example #2 – The Notes are not automatically called as the Closing Index Level on each Autocall Valuation Date is less than the Autocall Level. The Final Index Level on the Final Valuation Date is greater than or equal to the Barrier Level.

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Autocall Level
Initial Index Level
Barrier Level
12m 24m 36m 48m 60m 72m 84m Final Index Level
Valuation Dates
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Since the Final Index Level (81.00) on the Final Valuation Date is greater than the Barrier Level, the Maturity Redemption Amount is calculated as follows:

Principal Amount

$100.00 per Note

In this example, an investor would receive a Coupon Payment for each of the 1st to the 30th and the 55th to the 84th Coupon Valuation Dates, but would not receive any Coupon Payments for the 31st to the 54th Coupon Valuation Dates, since the Closing Index Level on each such Coupon Valuation Date is less than the Barrier Level.

An investor would receive aggregate Coupon Payments of $46.35 per Note, and a Maturity Redemption Amount of $100.00 per Note, on the Maturity Date, which is equivalent to an annual compound rate of return of approximately 5.59% per Note.

Example #3 – The Notes are automatically called on the first Autocall Valuation Date as the Closing Index Level on the first Autocall Valuation Date is greater than or equal to the Autocall Level.

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Autocall Level
Initial Index Level
Barrier Level
Closing Index Level
12m 24m 36m 48m 60m 72m
Valuation Dates
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Since the Closing Index Level (121.00) on the first Autocall Valuation Date is greater than the Autocall Level, the Maturity Redemption Amount is calculated as follows:

Principal Amount

$100.00 per Note

In this example, since the Closing Index Level is greater than the Barrier Level on each applicable Coupon Valuation Date, an investor would receive Coupon Payments of $0.7725 per Note on each of the first twelve Payment Dates.

An investor would receive aggregate Coupon Payments of $9.27 per Note, and a Maturity Redemption Amount of $100.00 per Note, which is equivalent to an annual compound rate of return of 9.27% per Note.

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DISCLAIMER

No securities regulatory authority has in any way passed upon the merits of the securities referred to herein and any representation to the contrary is an offence. The Notes are not principal protected (subject to a minimum principal repayment of $1.00 per Note) and an investor may receive substantially less than the original principal amount at maturity. A person should reach a decision to invest in the Notes only after carefully considering, with his or her investment, legal, accounting, tax and other advisors, the suitability of the Notes in light of his or her investment objectives and the information set out in the Prospectus. The Bank, the Calculation Agent, Scotia Capital Inc. and Desjardins Securities Inc. make no recommendation as to the suitability of the Notes for investment by any particular person. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any State securities laws and, subject to certain exceptions, may not be offered for sale, sold or delivered, directly or indirectly, in the United States, its territories or possessions or to or for the account or benefit of U.S. persons within the meaning of Regulation S under the 1933 Act. In addition, the Notes may not be offered or sold to residents of any jurisdiction or country in Europe. “Scotiabank” and “Scotiabank Global Banking and Markets” are registered trademarks of The Bank of Nova Scotia. Scotia Capital Inc. is a wholly-owned subsidiary of The Bank of Nova Scotia.

Amounts paid to holders of the Notes will depend on the performance of the underlying interests. Unless otherwise specified in the Prospectus, the Bank does not guarantee that any of the principal amount of the Notes will be paid (subject to a minimum principal repayment of $1.00 per Note), or guarantee that any return will be paid on the Notes, at or prior to maturity. Purchasers could lose substantially all of their investment in the Notes (subject to a minimum principal repayment of $1.00 per Note). The Notes are not appropriate investments for persons who do not understand the risks associated with structured products or derivatives. A purchaser of the Notes will be exposed to fluctuations and changes in the levels of the Index to which the Notes are linked. The Index levels may be volatile and an investment linked to Index levels may also be volatile. Purchasers should read carefully the “Risk Factors” sections in the Prospectus.

The Notes will not constitute deposits under the Canada Deposit Insurance Corporation Act or under any other deposit insurance regime. The Notes have not been rated and will not be insured by the Canada Deposit Insurance Corporation or any other entity and therefore the payments to investors will be dependent upon the financial health and creditworthiness of the Bank.

Scotia Capital Inc. is a wholly owned subsidiary of the Bank. Consequently, the Bank is a related and connected issuer of Scotia Capital Inc. within the meaning of applicable securities legislation. See “Plan of Distribution” in the Prospectus.

The information contained herein, while obtained from sources believed to be reliable, is not guaranteed as to its accuracy or completeness.

INDEX SPONSOR

The Index Sponsor and the Bank have entered into a non-exclusive license agreement providing for the license to the Bank, in exchange for a fee, of the right to use the Index and the Target Index, which are owned, calculated, administered and published by the Index Sponsor, in connection with the Notes.

The license agreement between the Index Sponsor and the Bank provides that the following language must be set forth herein:

The Notes are not sponsored, promoted, sold or supported in any other manner by the Index Sponsor nor does the Index Sponsor offer any express or implicit guarantee or assurance, either with regard to the results of using the Index, the Target Index and/or the trade marks of the Index and Target Index or the applicable “Index Price” (as defined in the license agreement) in respect of the Index and Target Index at any time or in any other respect. The Index and Target Index are calculated and published by the Index Sponsor. The Index Sponsor uses its best efforts to ensure that the Index and Target Index are calculated correctly. Irrespective of its obligations towards the Bank, the Index Sponsor has no obligation to point out errors in the Index and Target Index to third parties including but not limited to investors and/or financial intermediaries of the Notes. Neither publication of the Index and Target Index by the Index Sponsor nor the licensing of the Index and Target Index or the trade marks of the Index and Target Index for the purpose of use in connection with the Notes constitutes a recommendation by the Index Sponsor to invest capital in the Notes nor does it in any way represent an assurance or opinion of the Index Sponsor with regard to any investment in the Notes.

TRADEMARK NOTICE

™ Trademark of The Bank of Nova Scotia, used under license (where applicable). Scotiabank is a marketing name for the global corporate and investment banking and capital markets businesses of The Bank of Nova Scotia and certain of its affiliates in the countries where they operate including Scotia Capital Inc. (Member-Canadian Investor Protection Fund and regulated by the Investment Industry Regulatory Organization of Canada). Important legal information may be accessed at https://www.gbm.scotiabank.com/en/legal.html. Products and services described are available only by Scotiabank licensed entities in jurisdictions where permitted by law. This information is not directed to or intended for use by any person resident or located in any country where its distribution is contrary to its laws. Not all products and services are offered in all jurisdictions.

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